Notes by RBJ on

Company Law - Statutes

[obp94atm]

edited by D.G.Cracknell

Overview:

The amended texts of the acts of parliament which constitute British company law.
ta68 Theft Act 1968: false statements by company directors etc.
ca85 Companies Act 1985: the main body of company law
bna85 Business Names Act 1985: regulation of names and expressions, disclosure requirements, remedies and penalties.
cca85 Companies Consolidation Act 1985: continuity of law.
ia86 Insolvency Act 1986: insolvancy, liquidation and winding up of corporations or individuals.
cdda86 Company Directors Disqualification Act 1986
fsa86 Financial Services Act 1986: concerning honesty and disclosure
cja87 Criminal Justice Act 1987: establishment of serious fraud office.
ca89 Companies Act 1989: auditors.
cja93 Criminal Justice Act 1989: insider dealing.
posr95 Public Offers of Security Regulations 1995

Theft Act 1968:

Publication of false or misleading statements by a company's officers with intent to deceive members or creditors is punishable by up to 7 years imprisonment.

Companies Act 1985:

the main body of company law
Part§heading
I1Formation and registration of companies; juridical status and membership
III43Reregistration as a means of altering a company's status
IV80Allotment of shares and debentures
V117Share Capital, its increase, maintenance and reduction
VI198Disclosure of interests in shares
VII221Accounts and audit
VIII263Distribution of profits and assets
IX282A company's management; directors and secretaries; their qualifications, duties and responsibilities
X311Enforcement of fair dealing by directors
XI348Company administration and procedure
XII395Registration of charges
XIII425Arrangements and reconstructions
XIIIA428Takeover offers
XIV431Investigation of companies and their affairs; requisition of documents
XV454Orders imposing restriction on shares (sections 210, 216, 445)
XVI458Fraudulent trading by a company
XVII459Protection of a company's members against unfair prejudice
XXII675Bodies corporate subject, or becoming subject to this act (otherwise than by original formation under part I)
XXIV704The registrar of companies, his function and offices
XXV716miscellaneous and supplementary provisions
XXVI735Interpretation
Schedule 1Particulars of directors, etc., to be contained in statement under section 10
Schedule 13Provisions supplementing and interpreting sections 324 to 328
Schedule 15AWritten resolutions of private companies
Schedule 15BProvisions, subject to which ss425-427 have effect in their application to mergers and divisions of public companies.

Business Names Act 1985

Certain words or expressions may not be used in business names used in GB without special permission.
1 Persons subject to this Act: those doing business in Great Britain using a name other than their own or the registered name of a company.
2 Prohibition of use of certain business names The approval of the Secretary of State is required to use a name which suggests a connection with HMG or a local authority, or which is specified in regulations.
3 Words and expressions requiring Secretary of State's approval The secretary specifies the restricted words and designates the approval authority.
4 Disclosure required of persons using business names The registered company name and address must be displayed on business related documents and disclosed on request.
5 Civil remedies for breach of s4. Rights arising from contracts entered into while in breach may not be enforceable.
6 Regulations
7 Offenses Offenses are punishable as is any consenting or negligent officer.
8 Interpretation "Business" includes "profession".

Companies Consolidation (Consequential Provisions) Act 1985

This act clarifies the transitional arrangements to take effect as the company law acts coming into effect on 1st July 1985 supercede their predecessors.

Insolvency Act 1986:

Concerning insolvency and winding up of companies and individuals.
First group of parts
Part I Company voluntary arrangements
Part II Administration Orders
Part III Receivership
Part IV Winding up of companies registered under the companies acts
Part VI Miscellaneous provisions applying to companies which are insolvent or in liquidation
Part VII Interpretation for first group of parts
Third group of parts
Part XII Preferential debts in company and individual insolvency
Part XIII Insolvency practitioners and their qualification
Part XIV Provisions against debt avoidance
Part XVII Miscellaneous and general
Part XVIII Interpretation
Schedule 1 Powers of administrator or administrative receiver
Schedule 4 Powers of liquidator in winding up

Company Directors Disqualification Act 1986:

Detailed prescriptions concerning the disqualification of unfit directors.

Financial Services Act 1986:

This act primarily concerns the official listing of securities.

Criminal Justice Act 1987:

This act is concerned with the establishment of the serious fraud office. It defines the director's investigative powers and limits the disclosure of information obtained using those powers.

Companies Act 1989:

This act prescribes conditions for elegibility for appointment as a company auditor.

Criminal Justice Act 1993:

This act is concerned with insider dealing which is defined and made an offense.

Public Offer of Securities Regulations 1985:

This act is concerned with the information which is made available (primarily in the prospectus) when securities are offered to the public.


© RBJ created 1998/02/09 modified 1998/03/16